UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 22, 2021
BARNES & NOBLE EDUCATION, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-37499 | 46-0599018 | ||
|
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
| 120 Mountain View Blvd., Basking Ridge, NJ | 07920 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (908) 991-2665
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of Class |
Trading
|
Name of Exchange
|
||
| Common Stock, $0.01 par value per share | BNED | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On July 22, 2021, Barnes & Noble Education, Inc., a Delaware corporation (the “Company”) entered into a letter agreement (the “Amendment”) with Outerbridge Capital Management, LLC and certain of its affiliates signatory thereto (collectively, “Outerbridge”), which amends that certain Cooperation Agreement, dated as of July 20, 2020 (the “Cooperation Agreement”), by and among the Company and Outerbridge.
Pursuant to the Amendment, among other matters, the Company agreed to renominate for election to the Board of Directors of the Company (the “Board”) at the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”) each of Mr. Lowell W. Robinson and Mr. Zachary Levenick, each of whom are current members of the Board serving terms set to expire at the Company’s 2021 Annual Meeting.
In addition, the Amendment extends Outerbridge’s voting and standstill restrictions contained in the Cooperation Agreement until the date that is five days prior to the last date pursuant to which stockholder nominations for director elections are permitted pursuant to the Company’s bylaws with respect to the Company’s 2022 annual meeting of stockholders.
The description of the Amendment contained herein is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
|
Exhibit No. |
Description |
|
| 10.1 | Letter Agreement, dated July 22, 2021, by and among Barnes & Noble Education, Inc. and Outerbridge Capital Management, LLC and certain of its affiliates signatory thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 23, 2021
| BARNES & NOBLE EDUCATION, INC. | ||
| By: |
/s/ Michael C. Miller |
|
| Name: Michael C. Miller | ||
|
Title: Chief Legal Officer and Executive Vice President, Corporate Development and Affairs |
||
3
Exhibit 10.1
LETTER AGREEMENT
This letter agreement (this “Agreement”) is made as of July 22, 2021, by and among Barnes & Noble Education, Inc. (the “Company”), on the one hand, and Outerbridge GP, LLC, Outerbridge Capital Management, LLC, Outerbridge Special Opportunities Fund, LP, Outerbridge Special Opportunities GP, LLC and Rory Wallace (collectively, “Outerbridge”), on the other hand (each of the Company and Outerbridge, a “Party” to this Agreement, and collectively, the “Parties”). Capitalized terms used in this letter agreement and not defined herein shall have the meanings given to such terms in the Cooperation Agreement (as defined below).
WHEREAS, reference is hereby made to that certain Cooperation Agreement, dated as of July 20, 2020 (as amended, the “Cooperation Agreement”), by and among, the Company, Outerbridge Capital Management, LLC, Outerbridge Master Fund LP (“Master Fund”), Outerbridge GP, LLC and Rory Wallace, as subsequently amended to add Outerbridge Special Opportunities Fund, LP and Outerbridge Special Opportunities GP, LLC as parties thereto;
WHEREAS, prior to the date hereof, Master Fund was dissolved and is no longer an entity in existence; and
WHEREAS, the Parties wish to make certain agreements and to make certain amendments and supplements to the Cooperation Agreement as described herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:
| 1. |
The Company agrees that the Board will nominate for election to the Board at the 2021 Annual Meeting for terms expiring at the Company’s 2022 annual meeting of stockholders, subject to their consent to serve as such, each of Robinson and Levenick. The Company will support the election of each of Robinson and Levenick at the 2021 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate. |
| 2. |
The term “Termination Date” set forth in the Cooperation Agreement shall be amended and restated in its entirety for all purposes thereunder (including, for avoidance of doubt, as used to define the Standstill Period) to be as follows: “the date that is five days prior to the last date pursuant to which stockholder nominations for director elections are permitted pursuant to the Company’s bylaws with respect to the 2022 annual meeting of the stockholders of the Company.” |
| 3. |
Except as otherwise expressly amended, supplemented or modified by this Agreement, each Party acknowledges and agrees that the Cooperation Agreement remains in full force and effect and binding on such Party in accordance with its terms. |
| 4. |
Sections 6, 8, 9, 10, 11 and 14 of the Cooperation Agreement shall apply to this Agreement, mutatis mutandis. |
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date hereof.
| THE COMPANY: | ||
| BARNES & NOBLE EDUCATION, INC. | ||
| By: |
/s/ John. R. Ryan |
|
| Name: | John R. Ryan | |
| Title | Lead Independent Director | |
| OUTERBRIDGE: | ||
| OUTERBRIDGE CAPITAL MANAGEMENT, LLC | ||
| By: |
/s/ Rory Wallace |
|
| Name: | Rory Wallace | |
| Title | Managing Member | |
| OUTERBRIDGE GP, LLC | ||
| By: |
/s/ Rory Wallace |
|
| Name: | Rory Wallace | |
| Title | Managing Member | |
| OUTERBRIDGE SPECIAL OPPORTUNITIES FUND, LP | ||
| By: |
/s/ Rory Wallace |
|
| Name: | Rory Wallace | |
| Title | Managing Member of Outerbridge Special Opportunities GP, LLC, its general partner | |
| OUTERBRIDGE SPECIAL OPPORTUNITIES GP, LLC | ||
| By: |
/s/ Rory Wallace |
|
| Name: | Rory Wallace | |
| Title | Managing Member | |
|
/s/ Rory Wallace |
| Rory Wallace |